Twenty years ago, I wrote in Philosophy of Economics (Routledge, London & New York, 1989) quoting from Solzhenitsyn’s experience:

“….the received theory of economic policy… must be silent about the appropriate role of the expert not only under conditions of tyranny (Solzhenitsyn: “The prison doctor was the interrogator’s and executioner’s right-hand man. The beaten prisoner would come to on the floor only to hear the doctor’s voice: ‘You can continue, the pulse is normal’” ); but also where the duly elected government of an open and democratic society proceeded to do things patently wrong or tyrannical (the imprisonment of the Japanese Americans). Hence Popper’s “paradox of democracy” and “tyranny of the majority”..… A theory of economic policy which both assumes a free and open society and bases itself upon a moral scepticism cannot have anything to say ultimately about the objective reasons why a free and open society may be preferred to an unfree or closed society, or about the good or bad outcomes that may be produced by the working of democratic processes…”

“When the CIA began what it called an “increased pressure phase” with captured terrorism suspect Abu Zubaida in the summer of 2002, its first step was to limit the detainee’s human contact to just two people. One was the CIA interrogator, the other a psychologist. During the extraordinary weeks that followed, it was the psychologist who apparently played the more critical role. According to newly released Justice Department documents, the psychologist provided ideas, practical advice and even legal justification for interrogation methods that would break Abu Zubaida, physically and mentally. Extreme sleep deprivation, waterboarding, the use of insects to provoke fear — all were deemed acceptable, in part because the psychologist said so. “No severe mental pain or suffering would have been inflicted,” a Justice Department lawyer said in a 2002 memo explaining why waterboarding, or simulated drowning, should not be considered torture. The role of health professionals as described in the documents has prompted a renewed outcry from ethicists who say the conduct of psychologists and supervising physicians violated basic standards of their professions. Their names are among the few details censored in the long-concealed Bush administration memos released Thursday, but the documents show a steady stream of psychologists, physicians and other health officials who both kept detainees alive and actively participated in designing the interrogation program and monitoring its implementation. Their presence also enabled the government to argue that the interrogations did not include torture. Most of the psychologists were contract employees of the CIA, according to intelligence officials familiar with the program. “The health professionals involved in the CIA program broke the law and shame the bedrock ethical traditions of medicine and psychology,” said Frank Donaghue, chief executive of Physicians for Human Rights, an international advocacy group made up of physicians opposed to torture. “All psychologists and physicians found to be involved in the torture of detainees must lose their license and never be allowed to practice again.” The CIA declined to comment yesterday on the role played by health professionals in the agency’s self-described “enhanced interrogation program,” which operated from 2002 to 2006 in various secret prisons overseas. “The fact remains that CIA’s detention and interrogation effort was authorized and approved by our government,” CIA Director Leon Panetta said Thursday in a statement to employees. The Obama administration and its top intelligence leaders have banned harsh interrogations while also strongly opposing investigations or penalties for employees who were following their government’s orders. The CIA dispatched personnel from its office of medical services to each secret prison and evaluated medical professionals involved in interrogations “to make sure they could stand up, psychologically handle it,” according to a former CIA official. The alleged actions of medical professionals in the secret prisons are viewed as particularly troubling by an array of groups, including the American Medical Association and the International Committee of the Red Cross. AMA policies state that physicians “must not be present when torture is used or threatened.” The guidelines allow doctors to treat detainees only “if doing so is in their [detainees’] best interest” and not merely to monitor their health “so that torture can begin or continue.” The American Psychological Association has condemned any participation by its members in interrogations involving torture, but critics of the organization faulted it for failing to censure members involved in harsh interrogations. The ICRC, which conducted the first independent interviews of CIA detainees in 2006, said the prisoners were told they would not be killed during interrogations, though one was warned that he would be brought to “the verge of death and back again,” according to a confidential ICRC report leaked to the New York Review of Books last month. “The interrogation process is contrary to international law and the participation of health personnel in such a process is contrary to international standards of medical ethics,” the ICRC report concluded….” (emphasis added)

Twenty-five years ago, the draft-manuscript that became the book Philosophy of Economics got me into much trouble in American academia. As I have said elsewhere, a gang of “inert game theorists”, similar to many (often unemployable ex-mathematicians) who had come to and still dominate what passes for academic economics in many American and European universities, did not like at all what I was saying. A handful of eminent senior economists – Frank Hahn, T W Schultz, Milton Friedman, James M Buchanan, Sidney Alexander – defended my work and but for their support over the decade 1979-1989, my book would not have seen light of day. Eventually, I have had to battle over years in the US federal courts over it – only to find myself having to battle bribery of court officers and the suborning of perjury by government legal officers too! (And speaking of government-paid psychologists, I was even required at one point by my corrupt opponent to undergo tests for having had the temerity of being in court at all! Fortunately for me that particular psychologist declined to participate in the nefariousness of his employer!).

I find all this poignant today as Philosophy of Economics may have, among other things, described the general theoretical problem that has been brought to light today. I was delighted to hear from a friend in 1993 that my book had been prescribed for a course at Yale Law School and was strewn all over an alley in the bookshop.

Separately, I am also delighted to find that a person pioneering the current work is a daughter of our present PM. I have been sharply critical of Dr Singh’s economics and politics, but I have also said I have had high personal regard for him ever since 1973 when he, as a friend of my father’s, visited our then-home in Paris to advise me before I embarked on my study of economics. My salute to the ACLU’s work in this – may it be an example in defeating cases of State-tyranny in India too.

“[I]f Atal Behari Vajpayee and Lal Krishna Advani could bring themselves to honestly walk away from BJP politics, there would have to be a genuine leadership contest and some new principles emerging in their party. There is an excellent and very simple political reason for Vajpayee and Advani to go, which is not that they are too old (which they are) but that they led their party to electoral defeat. Had they walked away in May 2004, there might have been by now some viable conservative political philosophy in India and some recognisable new alternative leadership for 2009. Instead there is none and the BJP has not only failed very badly at being a responsible Opposition, it will go into the 2009 General Election looking exceptionally decrepit and incompetent.”

Lest anyone think this was a tirade against the BJP, most of the article was actually a criticism of the Congress and the Communists!

Mr LK Advani’s claim that Indian resources have been illegally shipped overseas is hardly new or interesting — what is truly grotesque is the sheer irresponsibility of his claim that if somehow this could be reversed, it would suffice to

” Relieve the debts of all farmers and landless • Build world-class roads all over the country – from national and state highways to district and rural roads; • Completely eliminate the acute power shortage in the country and also to bring electricity to every unlit rural home; • Provide safe and adequate drinking water in all villages and towns in India • Construct good-quality houses, each worth Rs. 2.5 lakh, for 10 crore families; • Provide Rs. 4 crore to each of the nearly 6 lakh villages; the money can be used to build, in every single village, a school with internet-enabled education, a primary health centre with telemedicine facility, a veterinary clinic, a playground with gymnasium, and much more. “

This is simply appalling in its sheer mendacity. The BJP is going to give an amnesty to all those with such money and then confiscate it or requisition it or forcibly borrow it to make these resources equivalent to tax-revenues for the purposes of Indian public finance? What can one say beyond this being grotesque in its incomprehension of both facts and economic principles? Could someone who supports the BJP please teach them some Econ 101 asap?

Today’s English-language newspapers report a front-page story that suggests the extent of intellectual fraud emanating from our capital-city’s English-speaking elite may be unending and limitless and uncontrollable (and this Delhi-based elite has spread itself to other places in the country too).

Such may be a source of our ridiculous politics, paralleled by the corruption in organized business in both public and private sectors. Delhi was perhaps the wrong place to which to move India’s capital one hundred years ago; the geography was such that it made ordinary survival hard or at least highly stressful, and when you have a capital-city in which the elite have to work so hard all the time merely to remain within the city-limits, it was inevitable perhaps that truthfulness and honesty would become major casualties.

Satyam may be able to summarily solve the problems caused by its high-level corporate fraud by transforming itself into a “Labour-Managed Firm”.

One of the new Government-appointed board members has stated publicly today that the company has little or no debt. If this is true it would be interesting because not only were the vast cash-assets non-existent, the liabilities-side of the balance-sheet also may be small, which could mean the company was simply far smaller in terms of value than it had made itself out to be. In a bankrupt firm, the remaining assets normally come to belong to the creditors but what if the main creditors happen to be the work-force? If that is in fact the situation in this case, Satyam may be a prime candidate to be transformed into a “Labour-Managed Firm” of the sort discussed by Jaroslav Vanek (The General Theory of Labour Managed Firms and Market Economies, 1970) and James Meade (The theory of the labour-managed firm and profit-sharing, Economic Journal 1972), and surveyed by e.g. Louis Putterman in the New Palgrave Dictionary and by Martin Ricketts in The Economics of Business Enterprise 2003.

As I had briefly mentioned earlier here, the transition could be made by Satyam’s existing technical and other staff being allowed to participate (with their personal savings and claims to future income) in any auction of the “works-in-progress” that constitute the client contracts the company presently has around the world and which constitute its major intangible asset. This may be the single best way to preserve the firm’s value as well as the income-streams of its staff.

The staff would have to make a transition from being employees to becoming self-managers which may not be easy in practice, although in theory the information-technology industry may be well-suited to labour-managed firms given the peculiarly intangible nature of their products. The marginal cost of production of (true) information is typically very high but the marginal cost of dissemination of information is near- zero.

If this happened and a corrupt bankrupt Satyam-I transformed itself into a viable Labour-Managed Satyam-II, the newly appointed board would become redundant even more quickly than it would have done otherwise — though this board may be even less likely to know of Vanek and Meade than to be familiar with modern corporate finance. Time perhaps to hit the textbooks, gentlemen, and burn that midnight candle! Is that something we can expect from some of the key lobbyists of India’s organized business sector?

Subroto Roy

Postscript 1 : Of course if the asset-side has been fraudulently exaggerated while the liabilities-side has been small, the fraud has been directly perpetrated on equity-holders who held stock that was overvalued by the market as a direct result of the fraud.

Postscript 2: I find (grotesquely) amusing the new found emphasis on “Independent Directors” in view of the obvious fraud in the advertised biographies of some rather notorious Independent Directors in the IT-business and other sectors of corporate India and the higher bureaucracy! There seems in fact to have been a wild hyperinflation of reputations generally, especially in Delhi, Mumbai, Bangalore, Pune and other such hip with-it places — people claiming to have earned PhDs when they have none, people calling themselves “Dr” on the basis of some defunct Soviet management institute having once paid them off, people claiming to be Harvard postgraduates on the basis of some outsourced executive development programme of a few weeks’ duration, people claiming academic publications and academic affiliations which are non-existent, etc etc. All that for another day! (But any former students of mine who may find the above pertinent to themselves may please know their old prof is cross with them! Tsk tsk!) (And then there was the one of the senior government economic planner who told his astrologer on the telephone his correct date of birth but had lied to the Government of India by a couple of years…. clearly he did not want to get his own Ptolomaic horoscope wrong even if his plans for India in the Copernican world went awry!)

Corporate Governance & the Principal-Agent Problem
by

Subroto Roy
for a conference on corporate governance, Kolkata, 31 May 2006

I am most grateful for this opportunity to speak at this distinguished gathering. I have to say I have had just a day to collect my thoughts on the subject of our discussion, so I may be less precise than I would wish to be. But I am delighted I have a mere 7 minutes to speak, and I will not plan to speak for a second more!

I would like to ask you to consider the following pairings:

You will recognize something in common to all of these pairings I am sure. A patient goes to a doctor with a problem, like a swelling or a stomach ache or a fever, and expects the doctor to do his/her best to treat it successfully. A client goes to a lawyer with a problem, of a contract or a tort or a criminal charge, and expects the lawyer to represent him to the best of his ability. A student attends a University or higher educational Institute, and expects the professors there to impart some necessary knowledge, to explain some difficult or complex natural or social phenomena, to share some well-defined expertise, so the student too may aspire to becoming an expert.

In each case, there is a Principal – namely the patient, the client, the student, — and there is an Agent, namely, the doctor, the lawyer, the professor. The Agent is not acting out of charity but is someone who receives payment from the Principal either directly through fees or indirectly through taxes.

The Agent is also someone who necessarily knows more than the Principal about the answer to the Principal’s problem. I.e. there is an asymmetry in the information between the two sides. The Agent has the relevant information or expertise — the Principal needs this information or expertise and wishes to purchase it from him one way or another.

A company’s Board of Directors and the management that reports to it, may be similarly assumed to have far greater specific knowledge than the company’s shareholders (and other stakeholders) about the state of a company’s operations, its finances, its organisation, its position in various input and output markets, its potential for growth in the industry it is a part of, and so on. Yet the shareholders are the Principal and the directors and managers are their Agents.

And indeed the Government of a country, i.e. its political leadership and the bureaucracy and military that are reporting to it, also have much more relevant decision-making information available to them than does the individual citizen as to the economic and political direction the country should be taking and why, and again the body of the ordinary citizenry of any country may have a reasonable expectation that politicians, bureaucrats and military generals are acting on their behalf.

In each of these cases, the Principal, having less information than the Agent, must necessarily trust that the Agent is going to be acting in good faith on the Principal’s behalf. There is a corporate governance problem in each case simply because the Agent can abuse this derived power that he acquires over the Principal, and breach the contract he has entered into with the Principal. Doctors or lawyers can practise improperly, professors can cheat their students of their money and teach them nothing or less than nothing, boards of directors and managers can cheat their shareholders and other “stakeholders” (including their workers who have expectations about the company) of value that should be rightfully theirs — and of course politicians, bureaucrats and military men are all too easily able to misuse the public purse in a way that the public will not even begin to know how to rectify.

In such situations, the only real checks against abuse can come from within the professions themselves. It is only doctors who can control medical malpractice, and only a doctor can certify that another doctor has behaved badly. It is only lawyers who can control legal malpractice, and testify that yes a client has been cheated of his money by some unscrupulous attorney. It is only good professors and good teachers who can do what they can to stand out as contrasting examples against corrupt professors or incompetent teachers.

In case of managerial malpractice, it is only fellow-managers who may be able to comprehend the scam that a particular CEO has been part of, in stealing money from his shareholders. And in case of political malpractice, similarly, it is only rival political parties and when even those fail, rival political institutions like the courts or the press and media, who can expose the shenanigans of a Government, and tell an electorate to throw the rascals out in the next election.

In other words, self-policing, and professional self-discipline are the only ultimate checks and balances that any society has. The ancient Greeks asked the question “Who guards the guardians”, and the answer has to be that the guardians themselves have to guard themselves. We ultimately must police ourselves . I think it was William Humboldt who said that a people get the government they deserve.

In India today, indeed in India in the last thirty or forty years, perhaps ever since 1966 after the passing away of Lal Bahadur Shastri, we may be facing a universal problem of the breach of good faith especially so perhaps in the Government and the organised corporate sector. Such breaches occur in other countries too, but when an American court sends the top management of Enron to jail for many years or a Korean court sends the top management of Daewoo to jail for many years, we know that there are processes in these countries which are at least making a show of trying to rectify the breaches of good faith that may have occurred there. That is regrettably not the situation in India. And the main responsibility for that rests with our Government simply because our Government is by far the largest organised entity in the country and dwarfs everyone else.

As an economist, I have been personally intrigued to realise that Government corruption is closely caused by the complete absence of serious accounting and audit norms being followed in Government organisations and institutions. Get control of as big a budget as you can, is the aim of every Government department, then spend as little of it as is absolutely necessary on the publicly declared social or national aim that the department is supposed to have, and instead spend as much as possible on the travel or personal lifestyles of those in charge, or better still transform as much as possible into the personal property of those in charge – for example, through kickbacks on equipment purchases or building contracts. For example, it is not unknown for the head of some or other government institution to receive an apartment off-site from a builder who may have been chosen for a major construction project on site. This kind of thing has unfortunately become the implicit goal of almost all departments of the Government of India as well as the Governments of our more than two dozen States. I have no doubt it is a state of affairs ultimately being caused by the macroeconomic processes of continuous deficit-financing and unlimited printing of paper-money over decades. For the first two decades or so after Independence, our institutions still had enough self-discipline, integrity, competence and optimism to correct for the natural human instincts of greed and domination. The next four decades — roughly, as I have said, from the death of Shastriji — there has been increasing social and political rot. I have to wonder if and when a monetary collapse will follow.

In the Land of Milk and Honey, there was once a great shortage of Tailors. So the King called for Tailors from all other Lands to come, and they would be each paid the princely sum of forty gold ducats for their work…

A Fox who lived in the Land of Stones and Dust heard of this. In the Land of Stones and Dust, people were hardworking but were mostly poor and destitute. If they worked hard all year, they could manage to keep only a half or maybe one ducat of gold. The Fox had an idea. Maybe he could start sending people to be Tailors in the Land of Milk and Honey. So he called a big gathering of the people and said: “People of the Land of Stones and Dust! I want to make you wealthy. All year long you toil and make only a few ducats under the blazing sun! I will make you into Tailors and send you within a few short weeks to the cool and lovely Land of Milk and Honey! Do you know how much a Tailor makes there? Forty gold ducats in a year! Think of that! You and your family will live in the lap of luxury!“ There was a sigh of disbelief mixed with happiness in the crowd at the mention of such an unearthly large sum of money. Nobody, not even the richest, could earn such amounts here, which mere Tailors could make over there! None of the people had been to the Land of Milk and Honey but they had heard many stories of its riches before.

“Come right up, sign right here, sign right here!” said the Fox, and many people crowded to sign on. “It will cost you a couple of ducats, just a couple, that’s all, and we will soon have you off to the Land of Milk and Honey where forty gold ducats are yours for the taking! Isn’t that something?!” When he mentioned the two ducats they had to pay, a lot of people stopped. “But how can we pay so much, you know that in our country we only earn a pittance every year; two ducats are beyond our reach, it means our life’s savings!” “Come now my friends,” said the Fox, “what kind of spirit is that? Can’t you see that soon within a few short weeks you will be in the Land of Milk and Honey, and as a Tailor you will be making forty ducats, now isn’t that truly a princely sum the likes of which you’ve never seen? Think about that! You are being asked to contribute a little something to that goal, what’s one or two ducats here and there, think of your future! If you don’t have the two ducats in your pocket, sell a few things you don’t need, even your house for soon you will be on your way to the Land of Milk and Honey!”

The Fox spoke so persuasively and with such a kind voice and generosity in his eyes that as many as one hundred and sixty people sold their belongings, and each confidently put two ducats into the Fox’s hands. The three hundred and twenty gold ducats brought tears of joy to the Fox as he counted them; this could become such a pleasant activity he thought to himself!

But now, he thought, I have a problem; the King of the Land of Milk and Honey has asked for Tailors, and these people I have are all woodcutters, weavers and candlestick-makers. Somehow, I have to make them all Tailors. Let me go to my friend the Farmer, maybe he can teach them some tailoring for a few ducats!

The Old Farmer listened to the Fox’s offer with increasing anticipation. He had always liked a good sum of money in hand though he was careful not to show it by any ostentation. He had many mouths to feed, and besides if something was left over he would like to visit the Land of Milk and Honey just once himself with all his family. “Certainly, my good friend,” he told the Fox, “give me the money and soon I’ll make tailors out of these people. Oh what fun we shall have together!” The fact he was a farmer and not a tailor himself or that he had never been to the Land of Milk and Honey and knew nothing about it did not seem to bother him. He was a man who felt he knew the substance of almost all the subjects under the sun beneath which he had toiled. Why, even on the subject of tailoring in the Land of Milk and Honey, he had an opinion or two which he felt to be surely among the very best. Besides, he said to himself, what he knew not himself he would rely on his many friends and relatives to provide. So he brought together his wife, who did some sewing, and a cousin who had once cut cloth for a coat, and three nephews who were apprenticed to a weaver, and two of his nieces who were supposed to knit wool so fast that it was said they could make a whole blanket in half a day, as well as a few trusted friends here and there, including one who had once been a tailor’s apprentice many years ago but had not succeeded because of his poor eyesight.

And the Fox brought all the Would-be Tailors to the Old Farmer, who put them all in a room with his kith and kin so they could be taught their skills every day and night for some weeks. A Traveller happened to pass through and find this in progress. “But will this help these woodcutters, weavers and candlestick-makers to become Tailors?” he innocently asked the Old Farmer. The Old Farmer made no reply. Instead, in the deep of night when the Traveller slept, the Farmer and the Fox arranged to have the hapless fool’s throat cut and then threw his body into the sea.

When the Would-Be Tailors came out of the room into the sunlight, the Fox had ships ready for them at the harbour to take them to the Land of Milk and Honey. He bundled them on board, and almost before they could say their farewells to their loved ones, the ships were quickly on their way. “But are we Tailors now?” shouted one from the decks. “What?”, the Fox said over all the noise, “are you Tailors now? Yes, yes, of course you are Tailors, what else do you think you are, don’t worry about anything, you are Tailors all right, you are just what they want in the Land of Milk and Honey, work hard now, and all the best to you, good luck!”

Alas, it was not to be. Some of the Would-Be Tailors never reached as their ships sank en route. Others reached but could not find work or were killed by the locals in the Land of Milk and Honey or were sent in slave ships back to the Land of Stones and Dust. A few Would-Be Tailors did manage to stay on somehow and per chance learned to become tailors and earn a modest living, but they too yearned for their homes and families and even the hot sun of their own Land of Stones and Dust. As for the Fox and the Old Farmer, life went on nicely enough, as they went from town to town speaking to people about the glories and riches that awaited them in the cool and lovely Land of Milk and Honey, and many crowds gathered to hear them everywhere they went.

Moral: Do not interfere with people when they are making money (or, for that matter, when they are eating, or making love).

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